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Mergers and Acquisitions Law

A page to assist you in finding resources for M&A law research

Federal Securities Resources and SEC Filings (Public M&A)

**This guide does not delve into the extensive world of securities research materials, just touches on a few resources that might be useful to a lawyer doing public M&A transactions. For more information on forms required to be filed with the Securities and Exchange Commission (SEC), check out this Investopedia article. It is often helpful, when practicing, to have a paper set of securities laws and regulations, for instance, a binder published by Wolters Kluwer called the "red book" or "red box" depending on the format, or the same binder in a searchable online format.

In public M&A (where a public company is being purchased), federal securities law plays a large part in transactions. The SEC requires that companies file disclosure on an ongoing basis, and specific disclosure is made to shareholders when an M&A transaction is signed, when shareholder approval is sought, and when the transaction closes. The official filing forms can be found on the SEC's website, however, if you are preparing to make a filing, you will want to review recent precedents to make sure you are following current practices.

Most filings relating to M&A transactions are made by public company targets/sellers. But in both public and private M&A, the SEC may require filings by a publicly owned buyer if a purchase is of a size or importance to be material to the buyer's business, or if the buyer plans to issue and use stock to complete its acquisition.

The SEC's Website is well-organized and contains up-to-date information relating to all aspects of the regulation of securities. The website provides access to many interpretations of laws and forms, and legal resources created by the SEC staff, like No-Action Letters, and Compliance and Disclosure Interpretations, both of which can shed light on legal questions. Both are organized by the relevant section of a law or by form.

Searching for EDGAR filings

Free Resource for Filings

Required disclosure filings are almost always made using the SEC's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system, which filings can then be searched on the SEC's EDGAR Company Search Page.  These filings contain a wealth of information, both about the companies making the filing (CEO compensation, number of employees, major contracts, etc.) and about language currently being used in SEC filings and in major contracts.  If you're looking for a purchase agreement, for example, SEC filings are a great place to look, and they are also useful when preparing a Form 8-K or Proxy Statement for filing, since you can check what language has been used by other filers.

The SEC's search engine and fields are not as sophisticated as those of Bloomberg Law, Westlaw, or Lexis, but it's free. EDGAR is often the quickest way to find a specific company's filings. Researchers new to EDGAR may read Using EDGAR to Research Investments and How Do I Use EDGAR? for hints on effective searching. If you are searching for a known filer and/or a known filing (e.g. a particular Form 8-K) EDGAR is very useful. EDGAR does allow full text searching of recently filed documents, but the databases below are easier to use if you don't have a particular filing in mind.

 

Paid Resources for Filings (**these resources undergo occasional reorganization--if you can't locate the search, it has likely been moved, not removed)

WestlawEdge Business Law Center (1996-)

Treatises and Guides

Securities Regulation, by Loss, Seligman & Paredes (KF 1070 .L626)

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